How a Business Contracts Lawyer Can Help

A competent Atlanta business contracts lawyer can help a company with its various legal needs. From leasing distribution centers to lending to employees, contracts are an inevitable aspect of conducting business.

A skilled Atlanta business attorney can walk you through the filing and formality requirements for your desired legal entity structure in Georgia, as well as provide ongoing expert advice.

Partnership Agreements

A partnership agreement can set out the responsibilities and rights of the partners in a business. It can also help to clarify how decisions will be made. The agreement can lay out that major decisions must be made jointly, but it could also specify areas where partners can make decisions independently. The agreement can also include a buy-out provision that allows one or more partners to purchase the interests of other partners. Most buy-out provisions are triggered by events like death or retirement, but some are triggered when there is an intractable dispute.

A well-drafted partnership agreement can prevent misunderstandings that may lead to disputes and litigation in the future. It can also provide protection for your business if something goes wrong with one of the partners or a partner decides to leave the company. An experienced Atlanta business contracts lawyer can help draft a comprehensive partnership agreement for your business.

Operating Agreements for LLCs

An operating agreement is the main document a new business needs. It will lay out important details such as whether the company has any restrictions on members (like noncompete, nonsolicitation or noncircumvent clauses) and how decisions are to be made, including a voting process and what constitutes a quorum.

In addition, it will spell out how profits and losses are allocated among members for accounting and tax purposes. It can also detail how management will be structured, whether there will be a manager and the person appointed to that position, and what powers and duties this person will have.

An operating agreement can also cover exit events, like what happens when a member leaves the company. If this is not clearly spelled out in an operating agreement, it can lead to confusion and legal skirmishes down the road. An attorney can help ensure that this is properly addressed in an operating agreement.

Shareholder Agreements

A shareholder agreement establishes the rights and obligations of people who own shares in a company. It can also specify how and when those shares can be transferred between or among shareholders. This could include things such as redemptions, new shares, and capital calls. The agreement could also set out a process for voting on resolutions and determining quorum at meetings.

Shareholder agreements can also outline things like the issuing of new shares and capital calls to secure additional funding for ongoing operations or future investments. These may require the approval of all or a percentage of the company’s existing shareholders.

It’s easier and less expensive to lay out these rules early on in the relationship between business partners than to try and resolve issues after they break down or to litigate over them. An experienced attorney can help ensure that these important details are included in your contract.

Dissolution of a Company

If a company is no longer viable, its owners may choose to close shop. However, closing up the place of business is more than just locking the front door. There are many issues to deal with, including settling all outstanding debts and assets.

This process is often outlined in the company’s governing documents, such as the partnership agreement or operating agreement, or by the state’s LLC laws. Voluntary dissolution can begin with a vote by all members or by the occurrence of a triggering event.

A lawyer for business dissolution can help ensure that the necessary steps are taken to give claimants and creditors notification of the company’s end. This is important to prevent compensation-related accountability after dissolution. This usually involves filing a Statement of Winding Up with the Secretary of State in Georgia. This document typically contains a short, bare-bones summary of the dissolution and affirmations that all outstanding claims are either paid or adequate arrangements have been made for payment.